CUSIP No. 74312Y202
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13D
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Page 2 of 7 Pages
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1
|
NAME
OF REPORTING PERSONS
Malven
Group Limited
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
AF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
1,939,237
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,939,237
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,939,237
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.76%*
|
14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
*
|
Based
upon 10,920,973 shares of common stock issued and outstanding on March 31, 2020, as reported by the Issuer on its definitive
information statement on Schedule 14C filed with the Securities and Exchange Commission on April 16, 2020. This calculation
does not include the exercise or conversion of outstanding securities of the Issuer.
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CUSIP No. 74312Y202
|
13D
|
Page
3 of 7 Pages
|
1
|
NAME
OF REPORTING PERSONS
Pui
Lan Patrick Tsang
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
1,939,237
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,939,237
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,939,237
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.76%*
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
*
|
Based
upon 10,920,973 shares of common stock issued and outstanding on March 31, 2020, as reported by the Issuer on its definitive
information statement on Schedule 14C filed with the Securities and Exchange Commission on April 16, 2020. This calculation
does not include the exercise or conversion of outstanding securities of the Issuer.
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CUSIP No. 74312Y202
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13D
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Page
4 of 7 Pages
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The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item
1. Security and Issuer.
This
statement relates to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Professional
Diversity Network, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices
are located at 801 W. Adams Street, Sixth Floor, Chicago, Illinois 60607.
Item
2. Identity and Background.
(a)
This statement is filed by:
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(i)
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Malven
Group Limited, a British Virgin Islands company (“Malven”); and
|
|
(ii)
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Mr.
Pui Lan Patrick Tsang, who is the sole director and shareholder of Malven.
|
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each
of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
(b)
The business address of each Reporting Person is Unit A, 21/F., CMA Building, 64 Connaught Road Central, Central, Hong Kong.
(c)
The principal business of Malven is investing in securities. The principal business of Mr. Tsang is
engaging in managing personal and family investments.
(d)
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f)
Mr. Tsang is a citizen of the United Kingdom.
Item
3. Source and Amount of Funds or Other Consideration.
The
shares of Common Stock purchased by Malven were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business).
Malven
purchased 1,939,237 shares of Common Stock at a price of $0.7735 per share directly from the Issuer in a private placement transaction
pursuant to a stock purchase agreement dated March 22, 2020 (the “Private Placement”). The Private Placement
closed on March 31, 2020. The aggregate purchase price of the 1,939,237 shares of Common Stock was approximately $1.5 million.
CUSIP No. 74312Y202
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13D
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Page
5 of 7 Pages
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Item
4. Purpose of Transaction.
The
Reporting Persons acquired the shares of Common Stock based on the Reporting Persons’ belief that the shares of Common Stock,
when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions,
other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that
would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease
their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or
in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No
Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs
(a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of,
or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a
continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and business
strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry
conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem
appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in
discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals
to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or
operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, engaging
in short selling of or any hedging or similar transaction with respect to the shares of Common Stock, or changing their intention
with respect to any and all matters referred to in Item 4.
Item
5. Interest in Securities of the Issuer.
(a)
The aggregate percentage of shares of Common Stock reported owned by each person named herein is based on 10,920,973 shares of
common stock issued and outstanding on March 31, 2020, as reported by the Issuer on its definitive information statement on Schedule
14C filed with the Securities and Exchange Commission on April 16, 2020, representing percentage ownership of approximately 17.76%
of the shares of Common Stock outstanding.
Mr.
Tsang, as the sole director and shareholder of Malven, may be deemed to beneficially own the 1,939,237 shares of Common Stock
beneficially owned by Malven, representing percentage ownership of approximately 17.76% of the shares of Common Stock outstanding.
(b)
Malven and Mr. Tsang share voting and dispositive power over the 1,939,237 shares of Common Stock they may be deemed to beneficially
own.
(c)
The response to Item 3 hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons.
All of such transactions were effected in the open market, except as otherwise noted.
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the shares of Common Stock.
(e)
Not applicable.
CUSIP No. 74312Y202
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13D
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Page
6 of 7 Pages
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On
April 27, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint
filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required
by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 hereto and is incorporated herein by reference.
Other
than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item
7. Material to be Filed as Exhibits.
CUSIP No. 74312Y202
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13D
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Page
7 of 7 Pages
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and accurate.
DATED:
April 27, 2020
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By:
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/s/
Pui Lan Patrick Tsang
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Pui
Lan Patrick Tsang
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|
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Malven
Group Limited
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By:
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/s/
Pui Lan Patrick Tsang
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Name:
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Pui
Lan Patrick Tsang
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Title:
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Director
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